On 5 August 2019, Just Eat and Takeaway.com announced that they had reached agreement on the terms of a recommended all-share combination of Just Eat and Takeaway.com. Takeway.com will acquire the entire issued and to be issued share capital of Just Eat to form the Combined Group. It is intended that the Combination will be effected by means of a scheme of arrangement.
Just Eat (LON:JE) and Takeaway.com announced that the Scheme Document is being sent, or made available, to Just Eat Shareholders today. The Scheme Document sets out, amongst other things, a letter from the Chairman of Just Eat, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, an expected timetable of principal events and details of the action to be taken by Just Eat Shareholders.
Just Eat also notes that a prospectus in connection with (i) the admission to the premium listing segment of the UK Official List and to trading on the London Stock Exchange’s main market for listed securities of all of Takeaway.com’s issued and to be issued shares as well as (ii) the listing of the New Takeaway.com Shares to be issued in connection with the Combination on Euronext Amsterdam (together, the “Admission“) is published today on Takeaway.com’s website at https://corporate.takeaway.com/transaction/just-eat-takeawaycom/. The prospectus has been approved by the Netherlands Authority for the Financial Markets (the “AFM“) and has been passported into the UK following notification by the AFM to the Financial Conduct Authority of its approval.
As described in the Scheme Document, the Scheme will also require the approval of Just Eat Shareholders at the Court Meeting and the passing of a special resolution at the Just Eat General Meeting, and then the sanction of the Court.
The Court Meeting and the Just Eat General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 3.00 p.m. and 3.15 p.m. respectively on 4 December 2019 at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ.
Subject to approval at the Court Meeting and the Just Eat General Meeting, Court sanction and the satisfaction or waiver of the other Conditions set out in the Scheme Document (other than those Conditions which relate to Admission), the Scheme is expected to become effective on or around 1 January 2020.
The expected timetable of principal events is set out below.
| Event | Time and/or date(1) |
| Publication of Scheme Document | 22 October 2019 |
| Latest time for lodging Forms of Proxy for:(a) Court Meeting (BLUE)(b) Just Eat General Meeting (YELLOW) | 3.00 p.m. on 2 December 2019(2)3.15 p.m. on 2 December 2019(3) |
| Voting Record Time | 6:30 p.m. on 2 December 2019(4) |
| Takeaway.com EGM | 1.00 p.m. (2.00 p.m. Central European Time) on 4 December 2019 |
| Court Meeting | 3.00 p.m. on 4 December 2019 |
| Just Eat General Meeting | 3.15 p.m. on 4 December 2019(5) |
The following dates and times associated with the Scheme are indicative only and are subject to change.
| Court Sanction Hearing | 13 December 2019(6) |
| Last time for lodging CSN Facility Opt-In Forms in order for New Takeaway.com CDIs to be issued via the relevant CSN Facility accounts on or soon after 8.00 a.m. on 2 January 2020 | 6.00 p.m. on 24 December 2019 |
| Last time for dealings in, for registration of transfers of, and disablement in CREST of, Just Eat Shares | 6:00 p.m. on 30 December 2019 |
| Suspension of trading in Just Eat Shares | 6.00 p.m. on 30 December 2019 |
| Scheme Record Time | 6.00 p.m. on 30 December 2019 |
| Effective Date of Scheme | 1 January 2020(7) |
| Issuance of New Takeaway.com Shares | 2 January 2020 |
| Admission to listing and trading of the New Takeaway.com Shares on Euronext Amsterdam | at or soon after 8.00 a.m. (9.00 a.m. Central European Time) on 2 January 2020 |
| Admission and commencement of dealings in the Existing Takeaway.com Shares and the New Takeaway.com Shares on the premium segment of the Official List and the London Stock Exchange’s Main Market for listed securities | by 8.00 a.m. on 2 January 2020 |
| Cancellation of listing of Just Eat Shares on the premium segment of the Official List and the London Stock Exchange’s Main Market for listed securities | 2 January 2020 |
| In respect of: (i) Just Eat CREST Shareholders, settlement of entitlements to New Takeaway.com CDIs through CREST; (ii) Just Eat CSN Shareholders, settlement of entitlements to New Takeaway.com CDIs through crediting of such New Takeaway.com CDIs to the relevant CSN Facility accounts of such Just Eat CSN Shareholders: and (iii) Just Eat Non-CSN Shareholders, settlement of entitlements to New Takeaway.com Shares through the Representative (as bare trustee of the Just Eat Non-CSN Shareholders) | at or soon after 8.00 a.m. on 2 January 2020(8) |
| CREST accounts of relevant Just Eat Shareholders credited with cash due in relation to the sale of fractional entitlements | within 14 days after the Effective Date |
| Despatch of cheques to relevant Just Eat Shareholders for the cash due in relation to the sale of fractional entitlements | within 14 days after the Effective Date |
| Despatch of CSN Facility Statements to Just Eat CSN Shareholders participating in the CSN Facility | within 14 days after the Effective Date |
| Long-Stop Date | 31 March 2020(9) |
| Last time for lodging CSN Facility Opt-In Forms in order to participate in the CSN Facility | 1 April 2020(8) |
Notes:
1 The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable). Any change to the expected timetable will be announced by Just Eat and/or Takeaway.com as required.
References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified by announcement through a Regulatory Information Service.
Participants in the Just Eat Share Plans will be written to separately to inform them of the effect of the Scheme on their rights under the Just Eat Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.
2 The BLUE Form of Proxy for the Court Meeting may, alternatively, be handed to a representative of Equiniti at the venue of the Court Meeting or the Chairman of the Court Meeting before the start of the Court Meeting (or any adjournment thereof). However, if possible, Just Eat Shareholders are requested to lodge the BLUE Forms of Proxy at least 48 hours (excluding any part of a day that is not a business day) before the time appointed for the Court Meeting.
3 The YELLOW Form of Proxy for the Just Eat General Meeting must be lodged with Equiniti by no later than 3.15 p.m. on 2 December 2019 in order for it to be valid, or, if the Just Eat General Meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a business day) before the time fixed for the holding of the adjourned meeting. If the YELLOW Form of Proxy is not returned by such time, it will be invalid.
4 If either Just Eat Meeting is adjourned, the Voting Record Time for the adjourned Just Eat Meeting will be 6.30 p.m. on the date which is two business days prior to the date set for the adjourned Just Eat Meeting.
5 To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.
6 The Court Sanction Hearing is expected to take place on 13 December 2019, subject to the satisfaction (or, where applicable, waiver) of the Conditions in paragraphs 2(A), 2(B), 3 and 4 of Part III of the Scheme Document. The events which are stated as occurring on subsequent dates are conditional on the Court Sanction Hearing having taken place and operate by reference to this date.
7 The Scheme Court Order approving the Scheme is expected to be delivered to the Registrar of Companies following the suspension of trading in Just Eat Shares, and the Scheme Record Time on 30 December 2019, such that the Effective Date is then expected to be 1 January 2020. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date.
8 Just Eat Shareholders will find a description of the settlement steps in paragraph 22 of Part II of the Scheme Document. Just Eat Shareholders who wish to hold their interests in the New Takeaway.com Shares through the CSN Facility must complete the CSN Facility Opt-In Form and return the completed form to the Equiniti Nominee in accordance with the procedure described in the “Procedure to opt into the CSN Facility” section of paragraph 22 of Part II of the Scheme Document.
9 This is the latest date by which the Scheme may become Effective. However, the Longstop Date may be extended to such later date as may be agreed in writing by Takeaway.com and Just Eat (with the Panel’s consent and as the Court may approve (if required)).
The Scheme Document will be available on the Just Eat’s website at www.justeatplc.com for the period up to and including the date on which the Combination ends.
For information purposes only, the Scheme Document will also be sent, or made available, to holders of options over Just Eat shares and persons with information rights.
The Just Eat Takeaway.com Prospectus will be made available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations of, any Restricted Jurisdiction or resident in any Restricted Jurisdiction where the extension or availability of the Combination would breach any applicable law, on Takeaway.com’s website at https://corporate.takeaway.com up to and including the date on which the New Takeaway.com Shares are issued to Just Eat Shareholders.
A copy of the Scheme Document and the Just Eat Takeaway.com Prospectus will also be submitted to the National Storage Mechanism, where they will be available for inspection at www.morningstar.co.uk/uk/NSM.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.
